UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
CANNON EXPRESS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
137694
(CUSIP Number)
Mr. Bruce W. Jones
Chief Executive Officer
401 Henley Street, Suite 300 - Mezzanine
Knoxville, Tennessee 37902
(866) 462-3639
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 27, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
Page 1 of 7
SCHEDULE 13D
CUSIP No. 137694
--------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
CFOex, Inc. 71-0650141
--------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) [ ]
(b) [X]
--------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC
--------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable
--------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Tennessee
--------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
Not applicable
--------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
--------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------
Page 2 of 7
SCHEDULE 13D/A
CUSIP No. 137694
--------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Bruce W. Jones
--------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) [ ]
(b) [X]
--------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
SC
--------------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable
--------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY EACH (8) SHARED VOTING POWER
REPORTING -0-
PERSON ---------------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
--------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
Not applicable
--------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-%
--------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------
Page 3 of 7
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock $.01 par value ("Common
Stock") of Cannon Express, Inc. (the "Issuer" or "Cannon"). The CUSIP number of
Cannon's single class of Common Stock is 137694. The executive offices of the
Issuer were located at 1457 Robinson, P.O. Box 364, Springdale, Arkansas 72765.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: CFOex, Inc.
(b) Business address: 401 Henley Street, Suite 300 - Mezzanine,
Knoxville, TN 37902
(c) Present Occupation: Financial Advisory Services
(d) CFOex, Inc. has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) CFOex, Inc. was not, during the last five years, a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, or subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship: CFOex, Inc. is organized under the laws of the
State of Tennessee.
The executive officer and director of CFOex, Inc. is Bruce Jones.
(a) Name: Bruce W. Jones
(b) Business address: 401 Henley Street, Suite 300 - Mezzanine,
Knoxville, TN 37902
(c) Present Occupation: Financial Advisory Services
(d) Mr. Jones has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Jones was not, during the last five years, a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, or subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Citizenship: Mr. Jones is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Cannon Express, Inc. will be the source of any funds used to pay for the
acquisition of the stock options from CFOex, Inc., Bruce W. Jones, Jim Schnoes,
and Calvin Turner, Jr. See "Purpose of the Transaction."
Page 4 of 7
ITEM 4. PURPOSE OF TRANSACTION
On May 27, 2003, CFOex, Inc., Bruce W. Jones, Jim Schnoes, and Calvin
Tuner, Jr. executed the Settlement and Termination Agreement ("Agreement"). The
Agreement terminates the letter agreement ("Letter Agreement") dated July 23,
2002. The Letter Agreement provided for certain members of CFOex, Inc. to
provide executive management services to Cannon Express ("Company"). The
Agreement reclassified certain services of CFOex, Inc. to be rendered to the
Company and revised the composition of the consideration to be received by
CFOex, Inc. As part of the terms of the Agreement, the Company reacquired all of
the stock options issued to CFOex, Inc., Bruce W. Jones, Jim Schnoes, and Calvin
Turner, Jr. by the Company. The Company will pay CFOex, Inc. and the individuals
an aggregate of $450,000 less the $50,000 May payment if made. The first
installment of $150,000, less the May payment, if made, is to be paid on or
before the purchase closing date. The second installment is to be paid on or
before the first anniversary of the purchase closing. The Agreement is
incorporated by reference as Exhibit 7 to this Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
During the most recent sixty days, there were no transactions in the
Common Stock other than the issuance of the stock options and the reacquisition
of those options described in this document.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Jim Schnoes has assumed the position of President with the Company.
Apart from this change, there are no contracts, arrangements, understandings, or
relationships with respect to the securities of the issuer.
There are no understandings or agreements among or between Bruce W.
Jones, Jim Schnoes, Calvin Turner, Jr., CFOex, Inc., and the Company other than
described in this Schedule or in Exhibit 7 filed with this schedule.
Page 5 of 7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. 1 - Agreement dated July 23, 2002 previously filed on
November 21, 2002.
Exhibit No. 2 - Agreement dated August 17, 2002 previously filed on
November 21, 2002.
Exhibit No. 3 - Option Agreement dated August 17, 2002, for 500,000
shares previously filed on November 21, 2002.
Exhibit No. 4 - Option Agreement dated August 17, 2002, for 500,000
shares previously filed on November 21, 2002.
Exhibit No. 5 - Option Agreement dated August 17, 2002, for 250,000
shares previously filed on November 21, 2002.
Exhibit No. 6 - Option Agreement dated August 17, 2002, for 250,000
shares previously filed on November 21, 2002.
Exhibit No. 7 - Settlement and Termination Agreement executed May 27,
2003. Incorporated by reference from Exhibit 99.2 of Form 8-K filed on
June 2, 2003 pursuant to Rule 12b-32 and item F of Form 8-K.
Page 6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 5, 2003
------------------------
/s/ BRUCE W. JONES
-------------------------------
Bruce W. Jones
/s/ BRUCE W. JONES
-------------------------------
Bruce W. Jones, President
CFOex, Inc.
Page 7 of 7